THIRTY-SECOND AMENDMENT
TO
SECOND AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
OF
CORPORATE OFFICE PROPERTIES, L.P.

This Thirty-Second Amendment (the “Amendment”) to the Second Amended and Restated Limited Partnership Agreement of Corporate Office Properties, L.P., a Delaware limited partnership (the “Partnership”), is made and entered into as of April 15, 2015, by the undersigned.

Recitals

A.    The Partnership is a limited partnership organized under the Delaware Revised Uniform Limited Partnership Act and governed by that certain Second Amended and Restated Limited Partnership Agreement dated as of December 7, 1999, as amended to the date hereof (as amended, the “Partnership Agreement”). Capitalized terms used but not defined herein shall have the meanings accorded to such terms in the Partnership Agreement.

B.    The sole general partner of the Partnership is Corporate Office Properties Trust, a real estate investment trust formed under the laws of the State of Maryland (the “General Partner”).

C.    Pursuant to Section 11.1 (A), the General Partner, which currently holds in excess of 90% of the Partnership Units and Preferred Units, desires to amend the Partnership Agreement and, in accordance with Section 11.1 (A), has obtained the requisite Consent from each Partner from whom such Consent is required.

D.    Pursuant to Section 11.1 (B) (iii), the General Partner desires to amend the Partnership Agreement to reflect the admission, substitution, termination and/or withdrawal of various limited partners in accordance with the terms of the Partnership Agreement.

NOW THEREFORE, the General Partner, intending to be legally bound, hereby amends the Partnership Agreement as follows, effective as of the date first set forth above.

1.
The penultimate sentence of Section 10.3(A) is deleted and in its place the following is inserted: “Except to the extent the General Partner, in its sole discretion, permits a Limited Partner to enter into a deficit restoration obligation agreement with the Partnership, if any Partner has a deficit balance in its Capital Account (after giving effect to all contributions (without regard to this Section 10.3(A)), distributions and allocations), such Partner shall have no obligation to make any contribution to the capital of the Partnership.”

2.
Exhibit 1, Schedule of Partners, as attached hereto and by this reference made a part hereof, is hereby substituted for and intended to replace any prior Exhibit 1 attached to a prior Amendment to the Partnership Agreement, and as attached hereto shall be a full and complete listing of all the general and limited partners of the Partnership as of the date of this Amendment, same being intended and hereby superceding all prior Exhibit 1 listings.

3.
The execution, delivery and effectiveness of this Amendment shall not operate (a) as an amendment or modification of any provision, right or obligation of any Partner under the Partnership Agreement except as specifically set forth in this Amendment or (b) as a waiver or consent to any subsequent action or transaction.






4.
This Amendment shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of laws thereof.

5.
This Amendment may be executed in one or more counterparts, each of which shall be an original and all of which, when taken together, shall constitute one and the same agreement.

[SIGNATURE PAGE FOLLOWS THIS PAGE]







In Witness Whereof, the undersigned have executed this Amendment as of the day and year first above written.

GENERAL PARTNER:

CORPORATE OFFICE PROPERTIES TRUST, a
Maryland real estate investment trust



By:    /s/ Anthony Mifsud                    
Name: Anthony Mifsud
Title: Executive Vice President













[SIGNATURES CONTINUE ON FOLLOWING PAGE]







AFFECTED LIMITED PARTNERS:

SHIDLER EQUITIES L.P., a Hawaii limited partnership

By:    Shidler Equities Corp., a Hawaii corporation, its
general partner

By:    /s/ Lawrence J. Taff
Lawrence J. Taff
Secretary


/s/ Jay H. Shidler                            
JAY H. SHIDLER


/s/ Robert L. Denton                            
ROBERT L. DENTON


LBCW LIMITED PARTNERSHIP, a Pennsylvania limited partnership

By:    LBCW, Inc., a Delaware corporation, its
general partner

By:    /s/ Clay W. Hamlin, III
Name: Clay W. Hamlin, III
Title: President


/s/ Lynn Hamlin                            
LYNN HAMLIN







Exhibit 1

Schedule of Partners







Exhibit 1 Addendum--32nd Amendment
 
 
 
 
 
 
 
Schedule of Partners
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
General Partner
Common Units of Partnership Units--32nd Amendment
 
Series I Preferred Units
 
Series K Preferred Units
 
Series L Preferred Units
Corporate Office Properties Trust
94,536,269

 
 
 
531,667

 
6,900,000

 
 
 
 
 
 
 
 
Limited Partners and Preferred Limited Partners
 
 
 
 
 
 
 
Jay H. Shidler
431,893

 
 
 
 
 
 
Shidler Equities, L.P.
1,353,963

 
 
 
 
 
 
Clay W. Hamlin, III
55,291

 
 
 
 
 
 
LBCW Limited Partnership
551,107

 
 
 
 
 
 
Robert L. Denton
308,500

 
 
 
 
 
 
James K. Davis
51,589

 
 
 
 
 
 
Samuel Tang
4,389

 
 
 
 
 
 
Lawrence J. Taff
13,733

 
 
 
 
 
 
M.O.R. 44 Gateway Associates Limited Partnership
1

 
 
 
 
 
 
Estate of John Parsinen
49,434

 
 
 
 
 
 
M.O.R. Commons Limited Partnership
7

 
 
 
 
 
 
Lynn Hamlin
121,411

 
 
 
 
 
 
Housing Affiliates, Inc.
4,402

 
 
 
 
 
 
Reingle Corp.
730

 
 
 
 
 
 
Joseph Tawil
2,160

 
 
 
 
 
 
The Lovejoy Trust
59,528

 
 
 
 
 
 
The Century Trust
59,528

 
 
 
 
 
 
A. Charles Wilson, Trustee of the A. Charles Wilson and Betty S. Wilson Trust u/d/t June 18, 1980--Survivor's Trust
5,908

 
 
 
 
 
 
Irwin Hoffman
1,880

 
 
 
 
 
 
The Rouse Family Exemption Trust
2,160

 
 
 
 
 
 
Lawrence G. Rief
2,526

 
 
 
 
 
 
David D. Jenkins
262,165

 
 
 
 
 
 
RA & DM, Inc.
2,954

 
 
 
 
 
 
Richard Alter
43,817

 
 
 
 
 
 
Donald Manekin
23,336

 
 
 
 
 
 
William Winstead
14,019

 
 
 
 
 
 
Richard Manekin
8,988

 
 
 
 
 
 
Robert Manekin
8,988

 
 
 
 
 
 
Charles Manekin
3,899

 
 
 
 
 
 
Francine Manekin
880

 
 
 
 
 
 
Sandye Sirota
5,427

 
 
 
 
 
 
Lynn Stern
880

 
 
 
 
 
 
Louis LaPenna
2,513

 
 
 
 
 
 
Jamie Deutsch
22

 
 
 
 
 
 
Kelly Alter
22

 
 
 
 
 
 
Kirk Property Limited Partnership
221,501

 
 
 
 
 
 
TRC Associates Limited Partnership
 
 
352,000

 
 
 
 
TOTAL
98,215,820

 
352,000

 
531,667

 
6,900,000